Ben 10 and Lucky Girl
by White Fire the Dragon
Summary: In an alternate universe, Ben and Gwen, with the aid of friends, work to save the world from evil as the transforming hero, Ben 10, and the young sorceress, Lucky Girl. The only thing is, Gwen's last name isn't Tennyson. Ben and Gwen aren't related and have never met... until now.
1. Pilot

Episode 1

Bellwood Preparatory Academy, a boarding school for the truly gifted, ranging from grades 3rd to 12th. The school is separated into two buildings depending on age. The first building is for children of ages 9-13. The second building is for children of ages 14-17. As an academy for gifted children, this school is mainly for young individuals who actually apply themselves in their studies or physically work hard to become the best. Basically, it's for kids who either spend most of their time with their noses in books at the local library or playing outdoor sports, nonstop, instead of staying at home, playing video games until bedtime, only to stay up all night reading comic books. So I suppose you can imagine how a young man who actually **enjoys** indulging in such activities can feel when he is actually asked to **attend** such a school.

Normally, parents would have to pay a rather **large** tuition fee to allow their child to enter such an esteemed academic program. In fact, the child themself would have to actually **prove** that they are gifted enough to enter such a program before the school officials can even **consider** allowing them to so much as **see** the campus. Both fortunately and unfortunately for previously mentioned child, once every year, a child is chosen depending on their score in an aptitude test. Whomever receives the highest marks ranging from 96-100% on their test is granted a free tuition to BPA, regardless of age or… **background**.

"Oh, **man**!" Exclaimed 10-year-old Benjamin Kirby Tennyson as he laid his eyes on the advanced school for the second time in his life (including when he and his parents were invited to take a look at the campus). "The **one** test I had to guess on **every** question, and I end up **acing** the whole thing. And what do get? A free trip to **Dorksville**."

Yes, as he said, young Ben Tennyson was given the **highest** marks on his aptitude test than anyone in the entire school district. A perfect 100 to be exact. When his parents received the letter in the mail that invited him to attend BPA, he was less than excited to attend a school comprised of, quote-unquote: "A bunch of know-it-alls". Alas, since it was such an esteemed curricular program, plus the fact that they were allowing Ben to attend the school for **free** , his parents **insisted** that he attend. And so, having no say in the matter, here he stood. Luggage full of personal belongings, clothes and a new school uniform (it being a high esteemed boarding school and all) in one hand, school supplies in the other and inside of the backpack on his back.

He was currently wearing black and white sneakers, green jeans, and a white shirt with a black stipe going down the middle of the front, as well as having black at the bottom rim, at the ends of his sleeves, and at the neckline. As a part of the school dress code, during school hours, the boys were required to wear red neck-ties and long brown pants, while the girls were required to wear red bow-ties and blue skirts. Both genders were required to where the same white button-up shirts. The dress code alone was enough to make Ben already dislike the place. To _him_ , the only thing the school had going for it were the sports teams (particularly the baseball team) and the serious lacking of any school bullies as far as he knew.

After saying goodbye to his parents one last time until they could visit in the next thirty-or-so days, Ben made his way to his new room. He was told ahead of time that he would be living with a roommate named Kevin Ethan Leven; unfortunately, his first meeting with him wasn't exactly what one would call "friendly".

 _ **KNOCK-KNOCK-KNOCK**_

"Yep." He heard the voice on the other side of the door answer.

Using his new room key, Ben unlocked the door, revealing something that mildly surprised him. It was a white bedsheet that seemed to be separating the room right down the middle. On one side, there was nothing but a bed, a dresser, a closet, and a nightstand with two drawers. On the other, there was a well-enough furnished side with a tall boy, looking to be around Ben's age, who appeared to be finishing up putting up the bedsheet barrier. The boy had on a black, sleeveless shirt with grey rims, grey pants, black sweat bands around his wrists and black sneakers. He also had on a particularly angry expression for some reason despite his attention seeming to be exclusively on the bedsheet.

"Um… hey?" Ben greeted his new roommate. "You must be Kevin. I'm Be—"

"I know who you are," responded Kevin. "but I don't care."

When he appeared to finally be finished with his work, he turned and walked directly toward Ben.

"Five rules:" he said as soon as he was directly in front of Ben, "1. Stay on _your_ side of the room. 2. Don't talk to me. 3. Don't touch my stuff. 4. Keep the noise on your side of the room quiet. And last of all, if you're on the phone with your girlfriend or your mommy and daddy, take it outside. You break any of these rules…"

He finished his warning by punching his fist.

"Get the picture?" He said to Ben.

Ben gulped and nodded his head. With that, Kevin walked back to his side of the room. Ben quickly and quietly made his way to _his_ side and began unpacking. Seeing as how his room was shielded from the view of his roommate, Ben decided that it would be okay to pin up his favorite Sumo Slammers posters on the wall. Once he was finished unpacking, he laid down on his bed but couldn't help but feel apprehensive about being here. He always thought that this place was only for know-it-alls and stuck-up snobs, but now _he_ was here because of **one** test that he aced, and on nothing more than a **fluke** , no less! He wondered how long it would be until they found out the truth and kicked him out. Well, regardless, he was certain about one thing; tomorrow when he starts his classes, it's sure to be miserable.

* * *

The following day as he sat in his first class, Ben soon discovered that he was wrong about this place. As it turns out, this place wasn't miserable. It was far worse. Even **between** classes, everyone only talked about nerd stuff that went right over Ben's head. He would rather be with his Grandpa Max, even if it meant that he would have to eat his crazy bug food. A few classes later and already being bored out of his mind, Ben slowly dragged himself along to his next class. That was when he noticed what was right outside of a nearby window. He stopped and just looked out the window. He saw an outdoor basketball court, a tennis court and a volleyball court, and not too far away was a baseball field. Ben could picture himself walking up to the home plate dressed in a baseball team uniform, bat in hand and a helmet on his head. He would be chewing bubble gum to show off that he was a pro, occasionally blowing a bubble.

As he would plant his cleats into the square painted next to the home plate and raise his bat to hit the ball, he would give the pitcher a confident smirk. The pitcher would pull back his arm only to reverse this action in a much quicker fashion. He would release the ball, allowing it to fly through the air. It was heading straight for the umpire behind Ben. Ben followed the ball as it drew closer and closer. As soon as it was close enough, he swung—

"Um, excuse me?" Came a girl's voice, pulling Ben out of his fantasy. "What do you think you're doing?"

Ben turned his head to see an unfamiliar face. It was a girl with red hair, green eyes, much similar to his own, and she was giving him a suspicious look.

"None of your beeswax." He responded.

"You know you're going to be late to your next class."

" _Sheesh_ , I was only taking a look outside. Is that a crime?"

"No, but as future student body president, it's my job to make sure that **everyone** follows the— Are you even listening?!"

Ben went right back to staring outside as soon as she started talking.

"Nope. Who are you again? Never mind, I don't care."

The girl scowled at Ben's rude behavior, but she soon took a deep breath and answered his previous question as calmly and respectfully as possible.

"My **name** is **Gwendolyn Ledger**. And it is a pleasure to meet you. And _your_ name would be?"

"I'd tell you, but I just don't care. Also, I wasn't really listening."

Ben's response made the girl, whose name he decided was way too long to bother even listening to, let alone remember, grow red in the face.

"I **don't** appreciate your disrespectful attitude!"

"Good, cuz' I don't appreciate your face!"

 _ **RRRIIIIIIIINNNNGGG**_

"Oh, no!" Exclaimed Gwen as soon as the bell rang. "Well, now we're **both** late! Thanks a lot!"

"You're welcome, a lot." He responded with his _own_ sarcasm before walking off to his next class.

"Who _are_ you anyway?!" She asked as he walked by.

"None of your **beeswax**!" He called back one last time.

Ben knew that he wasn't going to like being here, but that Gwendo… whatever-she-said-her-name-was girl only made it a lot more undesirable.

Gwen Ledger was actually _wishing_ looks could kill, because this boy was truly being such a major pain that it was forcing her to pull one of the angriest scowls she had ever made. Deciding not to make matters worse by scowling at the boy all day, making herself even _more_ tardy than she already was, she then hurried off to her next class.

* * *

Even by the time of Gwen's free period which followed after, she was still feeling rather peeved at that boy. She _would_ like to make a mental note to get back at him later on, but she knew better than to use her "resources" for petty vengeance. She was currently walking around the school courtyard, but even the peace and quiet was doing nothing for her emotional state. Feeling a need to vent out her frustration to someone, she decided to call up a family member. As soon as her older sister answered the phone, she immediately began expressing her discontent. The call went on for almost half of her free period.

"I mean, c'mon! Can you _be_ any more disrespectful?!" Gwen exclaimed, finally ending her rant.

" _All this because you were late for_ _ **one**_ _class_?" Her sister finally responded.

"It's not just the class, C.C.! It's his whole attitude!"

" _Wait. Wait. What did you say his name was_?"

" _(sigh)_ I don't know. He just kept insulting me and then left."

" _Huh. Well, maybe he was just having an off day. I know_ I've _had those. Maybe when you run into him again, he'll be feeling better._ "

"Yeah, well… eh, maybe. I don't know."

" _Well, I've gotta get going. Uncle's having me pick up the groceries_."

"Oh, okay. Well, thanks for talking."

" _Hey, I'm always here for my favorite little sister._ "

"Yeah, right. I'm your **only** sister."

" _Ergo, my favorite. Oh, I'm at the store._ "

"Okay. Bye, C.C. Love you."

" _Love you, too, Gwenny_."

As she hung up her phone, Gwen realized that she was feeling much better. She always felt better when she talked to her family. She was about to sit down and enjoy the rest of her free period when her phone suddenly received a notification.

* * *

Ben hoped that he wouldn't run into that annoying girl ever again. For a short time, he actually thought that his wish had almost been granted since he didn't see her for almost a quarter of lunch hour. Unfortunately, lo-and-behold, she arrived, holding a lunch box in her hands. She walked over to a nearby table with a few other girls and sat down. Ben was currently sitting at the far end of the table _he_ was eating at, right next to a bunch of other kids who were talking about smart stuff that he didn't understand.

Gwen saw the boy she met earlier that day sitting a few tables down from her. She thought about what her sister said to her and decided to talk to him again. She waited until lunch had ended and when she saw him leave the cafeteria, she did so as well. She caught up to him in the hallway on her way to her next class.

"Hey, excuse me!" She called, getting his attention.

" _Huh_?" Ben turned around in response to hearing someone calling out to him and was not happy to see that Gwen-dolly girl approaching him from behind.

As the boy gave her an unamused frown, he turned away from her and began walking faster. Gwen responded to this by quickening her pace so that she could catch up with him. As soon as she was right next to him, she started talking.

"Um, hey." She awkwardly greeted.

"Hello and goodbye." He responded to her, quickening his pace once again.

"Wait!" Gwen quickened _her_ pace.

"What do you want, Gwendelle or whatever your name is?"

"It's **Gwendolyn**! Gwendolyn **Ledger**!" She responded with an irked tone before changing into a much calmer tone, "But for simplicity's sake, you can call me just 'Gwen'."

"Can I call you 'annoying'?" He asked giving her a sideways smirk.

She glared at him for that remark but then took a deep breath before speaking again.

"You know, it's only fair that if _someone_ tells you their name, _you_ should return the favor."

"Why? I never asked for your name in the—" The boy stopped speaking and walking, making Gwen stared at him, confused at his sudden pause.

"Hello?"

After ignoring the 'Gwen' girl's call, Ben walked over to what had caught his attention. It was someone watching the news on their phone. He looked over their shoulder and watched the news report.

Gwen followed the boy and saw that he was watching something that someone else was watching on their phone. It was a news report about what had happened earlier that day. On the report, there was a truck floating in mid-air. It appeared to be caught in some kind of light-blue bubble along with two guys wearing ski masks. Beneath them was a girl with red hair who was all dressed in black except for the purple sash around her waist and the blue and yellow bracelet with a red circle in the middle on her right wrist. She was raising her hands up toward the truck. Her hands appeared to be glowing with the same color glow as the bubble above her.

"Awesome. That's Lucky Girl!" Gwen heard the boy exclaim.

"You know about Lucky Girl?" She asked him.

"Um, duh! Everyone in **Bellwood** knows about her. She's an awesome superhero."

"Oh," Gwen couldn't help but smirk at his reaction to seeing Lucky Girl, "so you like Lucky Girl."

"Um…" the sound of the kid holding the phone caught their attention before they proceeded to walk away.

"You kidding? She's so cool! She's got magic and it's like she knows what's going to happen before it happens."

"Well, that's why she's called Lucky Girl. Luck is always on her side."

"Man, I wish _I_ could be a superhero." As the boy walked away with a grin on his face, Gwen felt that this was starting to go rather well.

She followed him.

"Yeah, Lucky Girl **is** pretty great. She may be the greatest superheroine who's ever lived."

"Yeah. You could learn a thing or two from her, like how not to be a total dweeb."

Her attention was caught by the boy's rude comment.

"Excuse me?!"

"I'm just sayin', maybe if you a little more like _her_ then maybe you wouldn't be so… y'know, **you**."

" _Me_?! Who do you think you are?!" She exclaimed

"Hey, it's not _my_ fault you're such a—"

"Don't you dare even **finish** that sentence!"

"I'm just saying you're a—"

"Stop it!"

"Dwwweeee…"

"Shut up, you… you… **doofus**!" That last word was enough to silence the boy.

Not wanting to continue conversing with him, Gwen walked away. The more she found herself talking to him, the more that she eventually disliked him, and as he watched her walk away, he knew that he felt the same way that she did.

* * *

The toll of the fancy-pants school bell meant that the school day was **finally** over. Ben went straight back to his room to relax with some Sumo Slammers video games, but when he passed by the same window that he was caught staring at earlier that day, Ben looked out on the various outdoor sports areas. Unlike how they were earlier that day, since it was the end of the day, various students were outside playing on them.

Ben directed his attention to the baseball field. He saw several students playing baseball. Disregarding his previous plan, he _did_ go back to his room, but it was only to drop his backpack off and change out of his uniform. Now sporting his green jeans and a white shirt with black edges and a black stripe going down the middle, Ben grabbed his baseball glove and made his way to the baseball field.

* * *

While Ben was busy with baseball and Gwen was off somewhere drowning her troubles in a good book, even **greater** troubles were making their way to Earth. Two extra-terrestrial ships were rushing past Mars. One ship was rather large and trying to shoot down the much smaller ship in front of them. The smaller ship was already falling to pieces as it continued to take heavy fire from the larger vessel. On board the larger ship, a large alien lifeform with a face that resembled a squid sat at the bridge, giving orders to everyone onboard the ship.

"Keep firing on that ship!" He ordered in a deep, thick, raspy voice. "I want its cargo! The omnitrix **will** be mine!"

On board the smaller ship, the alien lifeform in charge of protecting the ships only cargo was currently trying her best to keep her ship together. She was almost at her destination and hoped against hope that she could deliver her cargo on time.

 _ **KABOOM**_

The ship had taken so much fire that it had become crystal clear that there was no hope of her delivering her cargo in one piece. So, she was left with a choice; (a) attempt to beat the odds and continue forward, or (b) drop her cargo and hope that it reaches its destination without trouble. She secured the cargo and set the coordinates for where it was supposed to land. She hurried to launch the cargo to its intended landing zone on Earth… but she was too late. Her ship had taken too much damage and it exploded soon after the final shot was fired upon it. Fortunately, the containment device around the cargo was designed to withstand situations greater than that. That shot triggered a launch and shot the container straight to Earth.

"NnnoooOOOO!" Screamed the one in charge of the larger ship. "Lock onto that thing, **now** , and retrieve it when it lands! I'm not going to let the omnitrix get away so easily!"

* * *

After Ben had arrived at the field and told the students playing there that he wished to play as well, he tried to show them what he was capable of; unfortunately, his skills were about average, so they turned him away. The sun was going down and Ben was currently spending his time walking around campus thinking of ways that he could redeem himself on the baseball field. Suddenly, his ears picked up a strange sound coming from above him. He looked up and thought that he saw a shooting star. He kept staring at it, thinking it as a sign of good luck or something, but as he continued to watch it, he saw that it was growing bigger and bigger. It didn't take him long to realize that it was literally coming right for him.

Screaming at the top of his lungs, he ran away and let the mysterious object hit the ground. Unfortunately, he was still close enough that the impact was enough the knock him to the ground. The impact was so strong, in fact, that it was sure to have been heard across town. As the smoke cleared and Ben slowly got to his feet, he started to make out what was behind the wall of smoke. His eyes widened when he saw a crater. He walked up to it and looked inside to investigate. He looked down into the deep-but-not-too-deep crater and saw something metallic and round at the bottom.

"Whoa, cool! A satellite!" He exclaimed. "I've gotta get a pic of this."

After climbing into the crater, he pulled out his phone and was about to turn on his camera when the metal device started moving. He backed away a little as it opened up. A flash of green light blinded him, but as it dissipated, he was soon able to see what was inside the "satellite".

"Huh? A watch?" Ben questioned as he stared at the small black, white, and green wristwatch-shaped device.

He reached out to grab it, but as soon as he was close enough, the device jumped up at him, its straps opening, and latched onto the wrist of his left hand, its straps reconnecting.

"AAAHHHHH!" Ben screamed, shaking his hand in an attempt to shake the device off as if it were a living creature, which, at the moment, he feared it was.

Ben ran out of the crater and all around in his frantic panic until he finally tripped over a rock resulting in him falling flat on his face. That was enough to finally calm him down. He slowly got into a sitting position while rubbing his face before looking at the strange watch on his wrist. He eyed it awkwardly and tried to slide it off of his wrist, but it didn't move. He tried pulling on it even harder, and when that failed, he attempted to lever it off with a stick he found, but that too proved to be useless.

"What kind of watch _are_ you?" He said as he began fiddling with it.

Suddenly, after pressing two buttons on the sides of the watch, the watch face popped up and the face changed in appearance. The two inner corners of the hourglass shape on the watch came together and overlapped each other. Now the face had a rhombus shape on it and **inside** of the shape was the silhouette of something humanoid, muscular and—strangely enough—had four arms. Ben—curious and surprised about the device on his wrist—twisted the watch face. When he did this, the silhouette changed to something else. It was also humanoid, only it was skinny and looked like it had a rather large head with two bumps on top. He twisted it again and saw something with very large hands and flat feet. He twisted the watch face one more time and saw something that looked like it had hair that stood up in a way that its hair resembled flames.

Ben thought for a moment and touched the face. Then he applied pressure and pushed the face down. Instantly after doing this, he suddenly found himself becoming engulfed in a bright green light. He felt his body quickly but painlessly change. His arms became covered in rocks, he grew a few feet taller and he suddenly felt a little warmer. When the green light faded away, Ben looked at his arms and made a terrifying discovery.

"I'M ON FIIRRRRE!" Ben screamed in a raspy, more mature voice that was not his own. "AH-AH-AHHHHHH! SOMEONE HELP! CALL THE FIRE DEPARTMENT!"

Ben then started batting at random parts of his body in an attempt to put **himself** out, not yet realizing that his body was not **on** fire, but was, in fact, **made** of fire, or at least, flaming rock. As he batted at himself, his hand eventually came in contact with something on his chest just as he slammed his hand against it. The green light returned and Ben felt his body change again. The flames went out and rocks fell away from his body. Once his hands were freed from the burning rock, his skin was revealed to have turned grey and he suddenly had three fingers on his hands. His clothes were now a single jumpsuit with a similar design to that of his favorite t-shirt. His eyes expanded, as did his head and everything around him seemed to grow.

"Huh?! What just happened?" Ben asked as the green once again faded and he took notice of how everything around him was suddenly larger, but then he stopped worrying about that and focused on something else. "What the heck?! Is that my voice?!"

His voice was suddenly of a higher pitch than usual, but he stopped worrying about _that_ when the sound of loud footsteps came to his unseen ears.

"Over here! I think this is where that voice was coming from!"

Ben looked over to where the voice came from and saw three police officers (two males, one female) running straight toward him. Once they were close enough, he immediately discovered how much larger they were compared to him.

"Ahhh!" He screamed before running away.

The truth had dawned on him too late, for just when realized that **he** was _**smaller**_ , he had already fallen down into the crater again. After he hit the bottom, he looked up and saw the officers looking for him. He tried to call out to them, but he was too small, ergo, his voice wasn't loud enough to reach them. And so, after staring at the crater for a bit, still unable to see Ben, they left.

" _(groan)_ They can't hear me. But I suppose that makes sense seeing as how my size seems to have diminished substantially, so the sound waves of my voice don't carry as well through the air." Ben paused suddenly when he realized how refined his vocabulary was. "Wait, how is my vocabulary so refined… and how do I know what the definition of the word "refined" is? _Hmmm_ …"

" _It would appear that this form that I have mysteriously partaken has a surprisingly high intellect._ " Ben thought." _Higher than any human I'd wager. But_ _ **why**_ _am I like this?_ "

"Wait a second! The watch! That weird alien watch **must** be the cause of all this! Not long after I touched it, I was suddenly transformed into that fire guy, but then I started batting at myself and then I changed into _this_ form. Now, if I could only find out why I changed _that_ time… Hm?"

Ben then caught sight of something reflecting the sun's light into his large eyes. Holding a hand to shield them from the light, he discovered that the cause was glass. Upon closer inspection, he discovered that it was his phone. He happened to drop it when the watch surprised him when it attached itself upon his wrist. The screen was cracked but it still served as a good enough mirror. As he looked at himself for the first time since touching the watch, he was taken aback by his appearance.

"Wow! Is that _me_?!" Ben turned around to look his whole body over and discovered something about himself. "Hey! The watch! When I first transformed, it was due to touching the watch face. Now it's appeared on my back. Perhaps a similar effect occurs when touching it like before."

" _Perhaps that's what triggered the transformation the second time. I must have had it when I was that fire guy and touched it to transform into_ this."

With a hypothesis in mind, Ben started reaching behind his back.

"So… if my reasoning is correct…" Ben slap his little hand against the watch face on his back, focusing on being human.

As soon as he hit it, a red light filled his vision and he felt his body change. He opened his eyes and looked around. Everything was the right height again. He looked down at himself and saw that he was normal again, aside from the alien, transforming watch on his left wrist.

"Woah." Was all that he could say before getting to his feet.

He looked at his new watch, thinking.

" _This is coolest thing that's ever happened to me._ "

Suddenly, the sounds of sirens blaring in the distance alerted him that more authorities were on the way. He feared that if they were to find him and his new watch, then they would probably make him give it up. What if they tried to take it away? Then again, it was stuck to his wrist. But what if they tried to **cut** it off? Ben needed to act fast. The sirens were getting louder, meaning that the authorities were getting closer. With no other options coming to mind, Ben used the watch. He scrolled through various aliens (he figured this while he was still that small, grey one seeing as how the watch seemed to come from space) until he decided upon a skinny looking one with a tail.

Ben slammed down the face and a green glow surrounded him. He felt his muscles growing underneath his skin, which actually hurt a little. His eyes suddenly turned yellow and his skin turned blue. His feet were reshaped around small orbs beneath them, his hands turned into claws and he sprouted a tail. The light faded and he looked down at himself.

" _Hmm_ , I've got a good feeling about this guy." He said in a raspy voice before a visor suddenly closed down, before his face.

And so, he took off running at incredible speeds in the opposite direction that the sirens were coming from. He stopped before reaching the edge of the campus and doubled back, making sure to go **around** the crater where he found the watch. In a manner of seconds, he was already zooming through the school doors, through the hallways, to the dorms and stopped right at his door.

"Too cool!" He said as the visor came up to reveal his face. "I hope this works again."

Just like last time, he slammed the watch face (now on his chest) with his clawed hand and was engulfed in a red light. Before he knew it, he was human again.

"Nice."

Ben opened the door and almost walked into the bedsheet that divided the room. He entered his side of the room and closed the door behind him. After lying back on his bed to admire his little gift from the stars. He could hear his roommate, Kevin, watching videos on his laptop computer. It almost made Ben jealous to not have one of his own. It _would_ have, too, if not for him being the proud owner of an alien watch that could transform him into super-powered aliens.

Feeling curious, he pressed the two buttons that made the face rise and started turning the dial so that he could look at the different aliens that were on it. Though they were only silhouettes, he could remember if he had seen them before. It was when he dialed in the fire-guy for the fourth time that he understood that he only had a set number of aliens to choose from. So, starting from the fire-guy, Ben counted the aliens until he came right back to the first one. He counted a total of **10** aliens. It wasn't a lot, but it was still cool to be able to transform into any one of ten aliens at any time.

"Hey, what's that?!" Ben heard Kevin's voice say.

Afraid that he had been found out, Ben instantly hid his watch behind his back and looked at the bed sheet. It hadn't been disturbed, but it was **indeed** Kevin who spoke. He must have been reacting to whatever video that he was watching. Ben could hear what sounded like a news reporter.

"I do **not** know what it is that I am looking at, but it looks like some kind of… giant robot!" Said the reporter.

His curiosity once again peaked, Ben snuck over to the bedsheet that divided the room and pulled it a little so that his eye could see the other side. Kevin wasn't turned completely, but he was turned enough so that Ben wasn't in his line of sight. As for Kevin's laptop, it was, conveniently, in a position that allowed Ben to see what was on it. The video that was currently playing on the screen was a live news feed from Downtown Bellwood.

* * *

Meanwhile, in the library, Gwen was carrying five books over to the table that she was sitting at when she suddenly walked past another student who was watching something on her phone. It was the very same news feed, the word "LIVE" in bold, red, all capitalized letters in the top right-hand corner of the screen. Gwen hurried over to her table and placed the books down so that she could pull out her own phone (which she had put on silent when she entered the library) only to see that there was recent notification that she missed.

* * *

Ben and Gwen both saw the robot when it came into view on the screens. It was massively tall, orange, had three legs and red eyes. They also saw that it could shoot lasers from its hands. Ben would've stuck around to see more, but that was when Kevin finally turned around and saw him.

"Hey!" Kevin shouted just as Ben pulled his head back and let go of the sheet.

Kevin pulled back the bedsheet and looked Ben dead in the eye.

"I told you to stay on _your_ side of the room, Tennyson." Kevin said, making his way over to Ben while punching the palm of his hand.

The next thing Ben knew; he was being thrown out of his own room by his roommate.

"Just for that, you get to spend the night in the hallway." Kevin shut the door and locked it after saying this.

Ben _would've_ unlocked it with his dorm room key, but when he searched his pockets, he discovered that he didn't have it. He theorized that Kevin must have taken it while he was picking him up. Ben looked down the hallway and saw some of his fellow students watching something on their phones. From the sound of their excitement and fear, Ben guessed that it **had** to have been the same news feed that he and Kevin had seen.

Ben looked outside via a nearby window and saw some kids doing the exact same thing with _their_ phones or computers. Ben thought about what he should do. On the one hand, he could just leave it be, let Lucky Girl handle it and probably just have fun with his new watch. Then again, what if Lucky Girl **couldn't** handle it? What if she and the police were to get destroyed by this thing? On the other hand, he could **go** and use his watch to help them and be a real hero. People would love him, Lucky Girl might notice his heroics and want to team up. Then again, the latter was more like a pipedream than a real life possibility. Ben soon came to a decision and made for the nearest exit.

* * *

Meanwhile, Gwendolyn was already outside and well on her way to somewhere private. As soon as she was sure no one could see her. She closed her eyes, straightened her posture and spoke an incantation in an ancient language causing her hands to become enveloped in blue, orb-like auras. She crossed her arms and in one swift motion, she spread them out to her sides. The blue light that covered her hands then spread like tendrils around her being until she was encased in magic like a blue cocoon. The magic then broke apart and dissipated, revealing Gwen, now all dressed in black except for the purple sash around her waist and the blue and yellow bracelet with a red circular charm in the middle on her right wrist. She also had the letters "L" and "G" in calligraphy embroidered on the chest area of her costume overlapping each other and a feline-like mask over her face that was meant to protect her secret identity. Her eyes had also changed color from green to blue.

* * *

Once he was outside, Ben quickly made his way to the bushes and transformed back into that fast, blue alien. He used his super speed to dash all the way to the emergency. Meanwhile, Gwen as Lucky Girl was already well on her way there, riding on blue magic. Ben had arrived downtown, hiding in the shadows of a nearby alley. Upon seeing the giant robot up close, Ben discovered that it was much larger in person. The lasers that it shot from its hands were capable of cutting a car in half and blasting a building into "Swiss cheese". Ben was starting to have second thoughts about his decision.

The police were currently trying all that they could to fight back against the robotic threat; unfortunately, the robot's armored shell and superior weaponry made it virtually impossible. Suddenly, out of the sky came a young sorceress riding on blue magic.

"Lucky Girl!" Said the police captain. "Are we glad to see you!"

"Woah! Lucky Girl in **person**." Ben couldn't help but grin. "This is so cool!"

"What **is** that thing?!" Lucky Girl asked after landing before the officers.

"We honestly have no idea! It just fell out of the sky and started shooting everything up!"

As if on que, the robot took aim and fired on them. Lucky Girl spoke a quick, one-word spell as quickly as she could while waving an arm. The blast hit a blue barrier that spread from her hand. Her barrier managed to protect her and the police, but it was more difficult than she anticipated.

"Whatever that thing is, it's strong." She said after the robot stopped shooting. "What about the people?"

"We already evacuated everyone on the street. Even the news crew with a little more effort." The captain responded.

"Wow!" Said Ben as the blue alien. "She stopped that blast with just her magic. So cool!"

"Wait, look!"

Soon after it was done shooting them, it starting turning its head this way and that.

"It's as if it's… looking for something." She acknowledged.

"Looking for what?" Asked an officer. "More stuff to blast?"

"Stand clear. I'm going to try a dismantling spell."

Lucky Girl rode her magic so that she could get close to the robot. She then cast her spell, but the robot managed to turn its head in time to see what she was doing. The robot then jumped into the air, avoiding the magic shot and allowing it to hit a streetlamp. In an instant, the lamp was disassembled into nothing but screws, wires and parts. The robot spun its legs in mid-air before it landed. The robot instantly shot its lasers at Lucky Girl, who blocked it just in time, but was still thrown off balance by the impact of the blast hitting the wall of mana.

"Uh-oh, that doesn't look right." Said Ben. "Maybe I should do something."

The robot took aim again.

" **Fast**!"

Ben took off toward Lucky Girl, who now managed to regain her composer just in time to see a flash of red light heading towards her. Ben jumped, but realized that she was too high up to reach this way. She screamed and shielded her eyes, but then the red charm on her bracelet flashed a faint light that was hardly noticeable. Ben reflexively twisted the watch face on his chest and slammed his claw against it. He was once again enveloped in a green light. The next light that followed was the light of the flames that he shot out of his hands to offer him a boost before he spun himself around, causing the flames to circle around him and anyone else who was nearby. Lucky Girl was nearby.

The shot passed right by them as they were carried down to the sidewalk. The flames dissipated, revealing Ben as the fiery alien with his arms around Lucky Girl, not directly touching her. He backed up as she opened her eyes. She was surprised to see herself safely on the ground. As she pondered on why she was still alive, she felt a strange warmth behind her, as if something tall was on fire. She turned around…

"Uh… eh-heh, hi."

… and then screamed.

"Wait! Let me just—"

 _ **BLING-BAM**_

She threw a blast of magic at the tall, flaming creature behind her that knocked him back a few feet.

"Okay. That hurt… a lot." He said as he got to his feet.

"Who are you?!" Lucky Girl exclaimed at Ben. "Are you responsible for this?!"

"What?!"

"Don't play dumb with _me_ , fire demon." Lucky Girl's hands started glowing blue.

"Wait, you've got it all wrong! I'm the good guy!"

While the two of them were talking, the robot took this time scan Ben's body.

"Yeah, right!"

"No, really! I just want to help!"

"Why should I believe you? How do I know you're not working with that giant thing?"

"W-well, I…"

The robot saw just what it was looking for, and it was attached to Ben's chest. Ben looked to his right and saw something red. Lucky Girl followed his gaze and saw the robot charging up another blast.

"Lucky Girl, look out!" Ben shouted.

Not really thinking ahead, Ben reacted by running in front of Lucky Girl and throwing fire at the giant mech. He hit it right in the face, blinding it and pushing it back a bit. The sudden movement threw off its aim, causing it to hit the ground next to them.

"Woah! Nice!" He said after witnessing his very first real attack against a dangerous enemy in a world where he didn't need a video-game controller to do so. "Being this fire guy is a real blast…! A **Heatblast**!"

Ben continued to throw fire at the metal giant's face until he saw the robot step on a car. He threw a fireball at the vehicle and it exploded beneath the metal giant's feet, throwing it off balance. Lucky Girl saw her chance and took it. She threw a blast of mana at the monster and succeeded in knocking it down.

"Woah! Nice work with the car!" Ben turned his head and saw that the one who had just complimented him was none other than Lucky Girl herself.

"Uh, it was nothing?"

Ben felt a great sense of pride welling up inside of him; however, this did not last long.

"Oh, no!"

Ben turned around after hearing Lucky Girl's verbally express her displeasure and saw that the reason was because the robot was getting back up.

"Oh, man!" He exclaimed. "What's it gonna take to **beat** this guy?!"

"My magic isn't strong enough to break that thing's armored shell and your fire doesn't seem to be doing anything, either!" Said Lucky Girl. "We need to try something else!"

Ben tried to think of something but then looked at his chest and saw the watch face.

"Hey, wait a sec!"

"Huh?"

"Alright, watch. Give me somethin' good."

Lucky Girl watched him with curiosity as he twisted the strange symbol on his chest and then slammed his hand against it. Ben was enveloped in a green light and felt the burning rocks fall off of his body only to reveal that his skin had changed into rock itself. The rock's surface was polished and shiny like diamonds. The transformation spread throughout his body. His eyes turned yellow and his entire body was diamond-like. Lucky Girl was blinded by the green light but recovered soon after the light dissipated.

"Who are you?! What happened to that 'Heatblast' guy?" She asked him.

"I am that 'Heatblast guy'."

The robot fired its laser at them and Ben immediately ran right in front of it. For some reason, he felt that he would be alright. He held up his arms in front of his face and they suddenly changed shape into sharp blades. The blast hit but instead of reducing the two of them to dust, the blast bounced off of Ben's arms and into the sky. It wasn't until just before the blast stopped firing that they finally realized it. After the blast stopped firing, Ben looked himself over and saw that his entire body was now diamond-like. He looked at his blade arm as both of them turned back into hands and saw his reflection in it. As soon as he saw his face and head, a new thought entered his mind.

"Only now I have a giant diamond for a head… Hmm… How about… **Diamondhead**?!"

The robot rushed toward them and Ben out stretched his arms. Tiny diamonds suddenly started firing out of them and at the robot. Unlike the previous attacks thrown at it, some of the diamonds were actually able to pierce its armored shell.

"Wow!" Exclaimed Lucky Girl. "Who says diamonds are just a **girl's** best friend?"

Ben smiled and scratched the back of his head in embarrassment at the compliment.

"I have an idea. I'll try to get him to shoot his laser at you and you use your arms to reflect the blast back at him."

"So, in other words… we give him a taste of his own medicine." Ben sharpened his arms into blades again. "Let's do it."

Lucky Girl rode her magic and flew around the robot, using her magic attacks to provoke it into shooting at her.

"C'mon, big guy, hit me with your best shot!" She shouted as she attacked.

It worked, the robot took aim at her, but at the last minute, she stopped the spell that she was riding on and dropped down. When the robot shot its blast, it hit Ben's arms and the blast bounced off of them and into the ground. Ben then started moving his arms so that the beam of red light moved with him until the angle was perfect. With the sound of an explosion, a clean headshot finished it. Smoke erupted from its head and the robot fell back.

"We did it!" Lucky Girl exclaimed riding her magic back to Ben.

"Oh, yeah! Who's bad?!" Ben exclaimed as he started to perform a little victory dance.

"Hey!" Called Lucky Girl, gaining Ben's attention as she landed before him.

"Oh, uh… hey." He nervously greeted her.

"So, I just wanted to say… sorry for accusing you before, and… thanks… for… y'know… helping me back there. You really saved my life and the lives of everyone here."

"I did?" Ben looked around and saw that—even though the public property suffered some collateral damage—the officers were all fine. "Hey… heh, I guess I did."

"Yeah, so… who are you? And how did you transform? I saw you do something with that thing on your chest."

Ben looked down and saw that the watch face was now on the left side of his chest.

"Uh… well, um… I'm… uh… Ben?"

"'Ben'?"

"Ben, uh…" Ben tried to think of a good alias, but he couldn't think of anything other than names for the three out of ten aliens that he already… and then he had an idea. "10. Ben 10 is my name."

"'Ben 10'?"

"Yes, Ben 10, because I… have the powers of **10** alien heroes!" He said with as much confidence as he could muster, doing a heroic pose as he did so.

"Did you just say… 'aliens'?"

"Uh… yeah, I did… because… I think that's what they are… maybe…" Just then, something popped into his head and his nervousness increased slightly. "So, uh… I was wondering if… maybe I could… have-your-autograph?"

Lucky Girl was surprised by this request from the new hero.

"You… want my autograph."

"Y-yeah. I'm… a big fan of yours… so… what-do-you-say?"

Lucky Girl found this strange but she smiled nonetheless.

"Sure." She answered as she snapped her fingers and summoned an ink covered quill and a headshot of herself (one of the many she keeps around in case she runs into such situations, not because she likes the attention. That was just a perk).

"Wait, really?!"

"You saved my life and then helped me destroy that giant thing." She said as she jotted down her hero name on the picture of her. "This is **less** than the least I could do."

She handed him the photo. It was actually his very first autograph from anyone, ever.

"Wow, my friends aren't gonna believe this!" He said as he looked at it. "Thanks, Lucky Girl!"

"No problem. You know, we made a pretty good team back there."

Ben looked at her when he heard her say that, somewhat shocked.

"Wow, uh, **thanks**!" Lucky Girl couldn't tell because of the diamond skin, but Ben could definitely feel his cheeks warming up for the inside.

"Although, you don't have to be so nervous around me. I'm younger than you after all."

"Huh? But I thought you were only 10?"

Lucky Girl's eyes widened upon hearing this.

"Wait, how old are you?" She asked him.

"Um… I'm 10."

"You're only 10 years old?!"

"Uh… yes?" He answered curiously.

"Hey, over here! Over here!" Suddenly, an army of news reporters charged their way to them, which was easy since the cops were momentarily shocked by the surprise of Ben's sudden arrival and then again by how he and Lucky Girl destroyed the robot.

After everything that had just occurred, Ben did not feel up to his first heroic interview.

"Oh! Look at the time…" Ben said, looking at his wrist with nothing on it. "I've gotta go!"

Ben took off running toward the alley that he came from. As soon as he was in the temporary cover of the alley, he heard a strange noise coming from his chest. The watch face was flashing red and then soon after, Ben was engulfed in red light. The diamonds shattered to dust around his body until all that was left was Ben as a human child. When the light faded, he looked at himself and then at the entrance to the alleyway.

"Oh, no! Not now!" The sound of news reporters grew louder and Ben needed to act fast.

When the reporters finally made it to the alley, they were shocked to see that the hero whom they all wanted to speak to was… gone. They had no idea where someone that big could just disappear to. While half of them ran through to the other side of the alley to try and find him, the other half when back to talk to Lucky Girl. With alley completely void of people, the coast was clear, so Ben emerged from the trashcan that he was hiding in and released a sigh of relief.

"Okay, time bail." Ben pressed the buttons and slammed the watch face, but nothing happened aside from a noise from the watch.

Ben looked at his watch and saw that everything that was once green about it was now red. He tried it again, but still, nothing happened.

"Oh, man. I really hope this just means it needs some rest…" Ben walked out of the of the alleyway and looked at how far away the school was. "Well, this is gonna be a **long** walk."

It actually wasn't as long a walk as Ben originally thought, because as it turns out, the watch only needed 10 minutes before it was green again.

"Cool!" Ben slammed down the face and transformed into the blue, speedy alien. "Now I can get back even faster as… **XLR8**!"

As XLR8, Ben took off toward school. He arrived at his door, but then remembered that it was locked and he didn't have his key. Ben thought for a moment before he got an idea. He transformed into the small grey alien that he named **Grey Matter** and crawled underneath the door. From there, he snuck over to Kevin's side of the room and found his key on the nightstand. Kevin was already asleep and after the day Ben had, he wasn't against the idea. After procuring his lost belonging, Ben made his way over to his own side of the room, left his key on his own nightstand and lied down on his bed.

" _Hmmm_ …" He started to think things over while he still had Grey Matter's brain. "Let's see. It took ten minutes for the watch to recharge, but if my memory and calculations are correct, I only spent… mmm… about **eight** minutes in my transformed states… _Hmmm_ …"

Grey Matter's head shot up as realization struck.

"Wait a minute! Not counting the first while I was still human, I transformed twice between XLR8, Heatblast and Diamondhead. I spent approximately two minutes as XLR8, three minutes as Heat Blast, and another three minutes as Diamond Head. If I were to count my transformations between aliens as one minute each, that's a total of **ten** minutes!"

Grey Matter then stood up on the bed and started pacing back and forth.

"So **that's** it. Ten alien heroes, ten minutes as a single hero, ten-minute **recharge** periods. But transforming **as** an alien takes a minute away. Possibly because it takes more power to transform while still in alien form. Now it all makes sense." Ben looked over his shoulder and saw the watch face protruding from his back. "Unfortunately, that still leaves quite a few questions unanswered… like where did you come from, and who made you? And also, why did you come to _me_?"

* * *

Meanwhile, in the girl's dormitory, Gwendolyn was talking on the phone with her older sister.

"And that's about it."

" _Wow. Guy who turns into aliens, huh? And he's the exact same age as_ you _?_ "

"Yeah, but he looked so much older."

" _Maybe it's part of his transf—… Hold on, Uncle wants to talk to you._ "

Gwen waited a second for her sister, C.C. to hand the phone over to their uncle.

" _Hello, Gwendolyn. I saw your little performance on the news. That creature was not normal._ "

"I know, Uncle. I'm not sure what it was. Do you think it was some new form of metal golem or—"

" _I'm not referring to the metal giant._ "

"Wait, are you talking Ben 10?"

" _I find his sudden appearance to be all too coincidental._ "

"Do you think he was in league with that giant robo—er, golem?"

" _No need to correct yourself, my dear. If that monstrosity was of magical origin, I'm sure you would've felt something, but you didn't mention feeling anything because you_ _ **didn't**_ _feel anything, did you?_ "

"No, I didn't." She said in realization.

" _If it wasn't powered by magic, then it must have been a machine. And_ I'm _guessing that it was designed to_ _ **look**_ _for something… or some_ _ **one**_ _._ "

"Ben?!"

" _Stay on your guard, my dear Gwendolyn. If he wasn't working_ _ **with**_ _that machine, then I'm sure he is connected to it in some_ _ **other**_ _way._ "

Gwen stayed on the line, waiting until she was sure she could ask a question that was on her mind.

"Uncle…? Do you think… aliens could exist?"

The line was silent for a few seconds before her uncle's voice came to her ear.

" _There are many strange and wondrous creatures across the many dimensions, both magical and non; however, I do not rule out the possibility of life across the stars. That machine was clearly not designed on_ _ **this**_ _earth._ "

"And what about Ben 10?"

" _Did you feel any source of magical energy coming from him?_ "

" _No… Well, I don't_ _ **think**_ _so. I mean, I felt_ _ **something**_ _when he changed into that diamond-headed guy, but… it didn't feel like any kind of magical energy. It felt like… life._ "

The line was silent for a minute or two.

" _Uncle? Are you still there?_ "

" _I'm here, Gwen. I think you should rest for now, my niece. You have had a long and busy day, but I have a feeling that events will only get far more difficult from here on out._ "

"Okay. Goodnight…"

* * *

"… _Uncle Hex. Love you._ "

"Sleep well, Gwendolyn." With that, the man with the skull marked face hung up the phone and handed it back to his eldest niece. "Your sister is powerful, Charmcaster, but I fear that her current level of skill may not be enough to aid her in what's to come."

"What do you mean, Uncle?"

"While I was meditating, earlier, I saw something like an omen. Is saw deep, red eyes that burned with evil. They hunger for power. I also saw two lights before it; one blue and the other green."

"What does it mean? Is it about Gwenny?!"

"Perhaps. Those twin lights certainly raise my suspicions. If my vision truly is a premonition of her fate, then she may be in grave danger."

"What should we do?! Do you think it's that boy?! I won't let anybody hurt my sister!"

"Do not let your emotions cloud your judgement, my eldest niece. We cannot simply charge in without knowing for certain." Hex arose from his seat and started walking to his room. "I will continue to meditate on it. Hopefully, I'll gain further insight on Gwendolyn's fate, as well as any future interactions with that boy. For all we know, he may even be key to helping her. What truly worries me are those eyes I saw. Whoever they belong to, I pray Gwendolyn doesn't meet them anytime soon."

* * *

Meanwhile, in space, the evil warlord looks down at the planet below from the comfort of his ship; however, he felt anything **but** comfortable.

"The most powerful weapon in all of creation… is in the possession of a mere **child**?! If not for that **blasted** wretch, I would simply retrieve it myself." He called for one of his drones. "You there, status report!"

"The ship's engines are still damaged, as are any pods capable of sending you to the planet's surface. The enemy vessel's explosive debris was thorough."

"Curse that currying wretch! Had not been so eager to overlook the debris of her ship…!" The warlord took a minute, but it did nothing to quell his rage. "Well, it would appear that if I am to have any hope of retrieving the omnitrix, I'm going to need some… **assistance**."

TO BE CONTINUED…


	2. (MAD) Science Expo

Episode 2

It had been almost two weeks since Ben Tennyson was enrolled in Bellwood Preparatory Academy and he still wasn't taken out of the program yet. Unfortunately, they never discovered that his grade during the aptitude test was a fluke, but I suppose that you can't exactly turn away someone just because they made a few "educated" guesses, or in this case, a lot.

For the first week, there were quite a few things that troubled Ben. First was the school work, which Ben was having trouble following along with. The lectures that the teachers gave were usually about things Ben didn't even go over at his old school, so they either put him to sleep, went over his head or bored him to death. His class assignments were what originally tipped the teachers off that he didn't belong, since he pretty much bombed some them and just couldn't figure out how to even do the rest, so his paper was blank. Next, there was the homework. Whenever Ben received homework, he found it to be just as hard as regular classwork. He tried asking his roommate, Kevin, for help one time, but that only resulting in him finding out what pillow feathers tasted like (B.T.W. They weren't the tastiest thing in the world). And then finally, there was the students, or at least, one in particular since Kevin never really did anything to Ben unless he was provoked. They only shared three out of eight classes together, but whenever he would throw a recently failed class assignment or sheet of homework into the trash, Gwen Ledger would see it.

"Heh, guess you failed that one." That was what she said to him when she first started to see them.

On the second day of school, she teased him for failing his class assignments, but after the third, she started to notice a pattern. So, somewhat out of pity, she came up to him and gave a friendly suggestion.

"Hey, if you need help, I could tutor you."

"I don't need help from a freakish dweeb." Was his answer before running off to his next class.

She decided that that would be the last time she would ever offer to help _him_. On that same day of school, after most of his classes, his teachers spoke to him, questioning how someone who aced his aptitude test could fail every assignment put before him.

"Well, maybe me being here was a mistake." Was often his answer.

But he knew that he couldn't just up and go back home. He knew this program was free, so going home wouldn't cost his family anything, but he feared that his parents would believe that he didn't even try, which he didn't, but that would only make them even more cross. Not wishing to see if that were true, nor wishing to see what would come after, Ben finally decided to put in some "hard work", and by that, I mean Ben decided to work hard at cheating. At least, I'm pretty sure that transforming into a super intelligent alien who can shift through his own memories and extract the important bits from moments when he was actually listening but couldn't really understand it counts as cheating, because that was what he did for his homework.

Despite Grey Matter's small stature, his amphibious reflexes allowed him to dance any reports or essays into completion. Literally, because _for_ those very assignments, he would dance across the keyboard in the library. As Grey Matter, Ben managed to finish his work before the watch timed-out and before anyone could notice him. As for the classwork, Ben needed a different strategy. One day after school, even though minors weren't allowed off school grounds without either administrator consent or a "buddy", depending on age, Ben decided to use XLR8 and explore around Bellwood. All of a sudden, he noticed someone trying to break into an A.T.M. Wanting to try something new, he discovered an alien who could turn said A.T.M. into a weapon that could shoot coins at the thief. He named this alien Upgrade.

After he got back, which he just barely accomplished after spending three minutes as XLR8 zipping around town, and then spending another one and a half stopping a criminal (that left a remaining three and a half minutes for him to figure out where in town he was and get back to school), Ben decided to used Upgrade in his cheating. With Grey Matter's mind and Upgrade's technological manipulation, they managed to create a seemingly harmless bracelet that—in reality—fed Ben answers when asked while being held up to his ear.

In a way, he was still learning. He _sometimes_ remembered the information that his bracelet was feeding him, especially the questions that he had heard the answers to many times before or the long answer questions where he occasionally needed to hear the answer multiple times so that he could write it down. So, it was as much studying as it was cheating. Despite all that was making this school almost unbearable, there _were_ things that made it barely worth it. Well, actually, only one, since whenever he asked to play ball with some of the other student's, they were either too busy or didn't care to. Whenever he had an opportunity to do so, he would sneak off to perform his heroic duties as Ben 10 or just try to get some practice in to better master his aliens.

If it wasn't the recognition from the people he helped that made it worth it (though that didn't hurt), then it was the recognition that he had already received from Lucky Girl. What really sealed him in his hero career was what he saw **after** their first encounter. Ben went to the library since it was the only place he could get information and watch online videos since he accidentally cracked his phone and had no way of repairing it… at least, not until he discovered Upgrade, but that's beside the point. Ben was online that afternoon and discovered a video from the day before. It was of Lucky Girl getting interviewed after the battle against the giant robot.

"I would've been toast if it weren't for the brave heroics of a new hero. I don't know who he really is, but he told me that he goes by Ben 10." Lucky Girl told the news reporters.

"Lucky Girl, are you sure this 'new hero' wasn't just some random citizen putting himself in danger just to meet you?" Asked the news reporter.

"From what I've seen, his powers back up his claims. He used them to save my life."

"Are you going to make him your new sidekick?" Asked another?

"Sidekick?!" Exclaimed Ben, receiving a "shush" from the librarian.

"Mm… I don't think so. I don't really need one, but that doesn't mean I'm any less grateful for his aid." Lucky Girl then looked directly at the camera, showing that she was speaking to someone specific if they were watching. "Ben 10, I don't know if you're watching this, but I just want to say that your heroics were admirable. Thank you, and I hope to see you again, fighting on the side of justice."

Ben felt his face heat up as he gave a goofy smile at the computer image of a smiling Lucky Girl. Smiling at _him_. That settled it. He was definitely doing this again. The nearest Saturday, he got his wish.

* * *

Even though he would rather stay in his room and play videogames, today, Ben was forced to go along with his class, among one other, to attend a public lecture at a science expo. It was after the two classes were loaded into the lobby of the building where the expo was being held when he noticed Gwen Ledger standing with _her_ class. She didn't seem to notice him. He could finally take a shot at _her_ for a change. He snuck over on his tip-toes, trying to be as sneaky as possible so that neither _she_ nor one of his teachers would notice. He was going to scare her so good. He readied his arms to grab at her shoulders as he yelled boo, not caring if he got kicked out. He would consider **that** a bonus.

"If you're going to sneak up on someone, you should make sure that they can't **smell** you." Said Gwen as she held on to her nose. "Seriously, have you even **heard** of the word 'deodorant'?"

Ben looked around and saw some other students holding their noses. Feeling embarrassed by her comment, Ben immediately threw his arms down.

"Yeah, well…" Ben needed to come up with clever retort so that _she_ wouldn't have the last laugh. "I'd rather smell bad than… be the queen cooties, like you!"

"Wow, Kirby, what a retort. Come up with that all by yourself? I'm impressed… by whatever miracle got you **into** our school."

Ben sneered at her, especially for using his middle name, which was the only name she ever used when addressing him. He was almost 100% sure that she actually believed that that was his first name. As much as he often wanted to correct her, he would instead forget about it and focus on coming up with a retort to whatever clever statement came out of her mouth, or at least change the subject so that he could make-up his _own_ clever statement. Right now, he noticed that she had a small book in her hand, which she was reading to pass the time as she and the other students waited to be allowed admission.

"So, have any luck finding a cure for freakazoiditis?"

"Nope. Too bad for you."

He scowled at how she managed to turn that back around toward _him_.

"Hey, Tennyson!" Came a familiar voice from behind.

Ben turned around and saw that it was none other than his roommate, Kevin. Apparently, he and Gwen shared a class together.

"You better get back to your own group before we all get in trouble because of _you_. And you should know, if you get _me_ into trouble, then you're in **bigger** trouble."

A punch to his palm was the signal Ben took to go back to his own group.

* * *

Gwendolyn felt that her school life was now made harder thanks to a certain student, and that student's name was **Kirby** **Tennyson**. On the third day since he first enrolled in her school, she finally learned his name, or at least she **thought** she did. One of the intercom speakers was in need a tune-up since it often made a static-y noise whenever it was on which—annoyingly enough—made it hard for anyone who was unfortunate enough to be in that hallway to hear the announcements. Gwen just so happened to pass by it while on her way to class one afternoon. Suddenly, a teacher's voice was heard on the speaker. She could barely make out what the teacher was saying. From what she gathered, it seemed that they wanted to speak with someone in their classroom. She heard:

"Would _(static)_ Kirby _(static)_ please report _(static)_ room. Repeat: _(static)_ Kirby Tennyson _(static)_ my classroom."

As luck would have it, the one who responded to this announcement from a random teacher was none other than the very boy who had been a thorn in her side since the day they met. Thanks to this experience, she came to the conclusion that the boy's name was "Kirby Tennyson", and so, she addressed him as such.

* * *

It wasn't long until the students were being led into the expo and "Kirby" seemed to be up to no-good as he seemed to be leaving his group. She backed up, catching the attention of her fellow students but only one thought to investigate.

"Hey, wait!" She called after him, gaining his attention as she reached him. "Where are you going?! We're supposed to stay with our groups!"

"Tennyson! I wasn't kidding when I said you'd be in bigger trouble than me if _I_ get in trouble because of **you**!" Warned Kevin.

"I'm only going to look around a bit." Said Ben.

"But what about the lecture?!" Asked Gwen.

"Relax, I'll be back before anyone notices I'm gone. In the meantime, who's the guy giving the lecture, again?"

"Dr. Kelly."

"Yeah, why don't you see if _he_ knows if there's a cure for your T.D.D."

"T.D.D.?"

"Total Dweeb Disorder." He said as he walked off chuckling.

"I'll make sure to give you any information I have, but I don't think it'll help **you**! You're a lost cause!" She exclaimed after him.

"You're **both** total lost causes." Said Kevin as he too walked away from her in the same direction as Ben.

"Where are _you_ going?!"

"He may be a dork, but he's also my roommate. And I don't what to get blamed if he breaks anything." That was the last thing he said to her before going after Ben.

Gwen wanted to rip her own hair out as if it would help, but instead, she went back with her group to listen to the lecture.

* * *

Ben and Kevin were walking around the expo. It was filled with dry erase boards with all kinds of scientific math equations, presentations with explanations about life and all kinds of things, and booths with incredible inventions.

"You've gotta admit this is **way** better than some boring old lecture." Said Ben.

"Alright, you've got me there. But if this goes belly up, I'm throwing you under the bus." Said Kevin, making Ben freeze a little.

"You mean like, I'll get in trouble, right?"

Kevin looked like he was thinking about it.

"We'll see."

Ben gulped down his saliva in nervousness and carried on. They passed by a curtain when Ben heard someone talking. Curiosity getting the better of him, he pulled back the curtain a little only to see a man. He looked like he was busy working on some kind of funny looking helmet.

"Finally, after all this time, I will get the recognition I deserve." He turned to look at a caged bullfrog beside the helmet. "I hope you're ready, my little friend. It's show time."

"Who's _this_ freak show?" Ben whispered.

"I don't know, but he looks like trouble." Said Kevin, whose head appeared right above Ben's.

Kevin quickly covered Ben's mouth and pulled him back before his screams of surprise alerted the weirdo of their presence. This proved to be a good idea, because the man had just turned around after barely hearing some kind of struggle. With Ben and Kevin on the other side of the curtain, he didn't see anything.

"No matter. At this point in my plans, no one can stop me." He turned back around, picked up his helmet and put it on his head. "Finally, Dr. Kelly will get just what he deserves, and everyone will know the name… Dr. Animo!"

* * *

Dr. Kelly was already halfway through his lecture and still, nobody said anything about Ben or Kevin not being present, but that still didn't stop Gwen from worrying. She just hoped that their incompetence wouldn't damage her chances of becoming student body president since that would make their actions _her_ responsibility.

" _If those two hurt my chances for candidacy…_ " She thought to herself as Dr. Kelly went on.

"Animals, like humans, are filled with so much potential." Said Dr. Kelly. "Each one is only capable of so much, but not **one** of them has yet reached the peak of their potential."

"I couldn't agree more, Kelly." Came a voice that caught everyone by surprise, especially Dr. Kelly.

From the side of the stage, a man with pale greenish skin, yellowish eyes, and white hair that reached his shoulders walked out holding a caged frog. He wore what looked like a kitchen strainer strapped to a pair of headphones and had two horns on top with red tips on his head. He also had red lensed goggles and strapped to his torso, he wore a harness with glowing red dial attached to it.

"But **I** , Dr. Aloysius James Animo, have created the technology capable of **unlocking** that potential in animals."

"Al?! What are _you_ doing here? W-where have you been?!"

"I've spent the last five years planning my revenge, Kelly. And don't you **dare** call me by that name! You will address me as 'Dr. Animo'!"

Ben and Kevin, who had followed Animo, were currently hiding behind the curtain, out of sight from everybody.

"What are you wearing?"

" _This_? Oh this is just my Transmodulator. With it, I am able to mutate animal cells, allowing them to unlock their full capabilities."

"What?! Mutate?! Al, you're not still experimenting on animals, are you? You know this is why you were—"

"You all feared my genius!" Animo exclaimed as he placed his caged bullfrog down in front of Dr. Kelly and stepped back. "Now, I shall show you **just** what I am capable of!"

Animo moved his goggles so that they were in front of his eyes and then twisted the dial on his chest. The tip of the horns on his helmet glowed red and then shot out a beam of energy at the caged bullfrog. Before everyone's eyes, the frog grew until it was bigger than a minivan. It grew horns on its head and two extra eyes. Everyone started screaming and running away. The teachers tried to control their students so that they could lead them away, but everything went into chaos, which was just what Gwendolyn needed so that she could sneak away. Meanwhile, behind the curtain, Kevin had left as soon as he saw the frog mutate, leaving Ben alone to look for the right hero.

"Yes! Yes! Behold the genius that is Dr. Animo!" The frog turned to Kelly and looked at him with hungry eyes. "I think my little friend is **hungry**! And compared to _his_ size, you look like a fly!"

Animo just laughed like a madman at the current turn of events.

"Please, Aloysius, don't do this! I'll give you anything!"

"You can start by giving me the award I so rightfully deserve!"

"The Verities Award?! It's yours!"

Ben stopped at an alien and slammed down the watch face. A green light encased him and from the watch, some kind of green substance reached out, covered his arm, and then hardened. The substance then expanded to his torso, only it had turned white. His eyes shut and his skin sealed up over them. His eyes then moved to the sides of his head and then shot out of them like tendrils along with two new tendril eyes. Insect wings protruded from his back and his new exoskeleton had expanded throughout his entire body. His hands now only had three fingers, his human legs were changed into an insect-like abdomen, he grew six new, insect legs and the black tail of his abdomen sharpened like a large blade.

The light faded to reveal Ben 10 as some sort of insect-like alien hero. Using his insect wings, Ben 10 flew over Dr. Animo and looked down at his mutant monster.

"Hey, Animo! If your froggy is hungry, then why not try **this** fly on for size!" Ben 10 exclaimed.

Everyone there to witness this either watched, ran or both. As for the students, being the modern-day children that they were, they all decided to take this opportunity to record what they saw on their phones.

"What are _you_ supposed to be?!" Asked Animo.

"You can call me Stinkfly, or Ben 10 if you like."

"Bah! I don't care **what** your name is! You are lunch! Eat that thing!" Animo ordered his mutant frog.

The frog shot its tongue to catch Ben 10, but he proved to be faster than he looked by flying down, out of the way, scooping up Dr. Kelly and then flying away.

"Don't let them escape!"

Animo hopped on his frog so that it would take him with it as it chased down the hero.

"Please, don't eat me!" Dr. Kelly begged Stinkfly.

"Relax! I'm the good guy! I gonna get you to safe— Yikes!" Ben 10 just managed to avoid getting hit by magic.

"Drop Dr. Kelly right now, mutant freak!" Ben 10 turned to see Lucky Girl riding on magic, her hands glowing blue.

"Huh?! No, wait! Lucky Girl, it's me! It's Ben!" Lucky Girl's eyes widened in surprise.

"Ben 10?!" She asked when she finally saw the symbol in the middle of his face.

"Yeah, so please don't shoot!"

The glow around Lucky Girl's hands faded.

"Oh, man. I am so sorry! I didn't—!"

"You can apologize **after** we get Dr. Kelly away from Dr. Freak Show."

" _You_ put him down somewhere safe. _I'll_ distract Animo." Ben flew off but was then stopped by Luck Girl. "Oh! And… it's good to see you again."

As she flew toward the frog, Ben smiled before flying away himself.

Dr. Animo was chasing Ben 10, when someone else flew right in front of him.

"Hey, Animo!" Called Lucky Girl from above. "Don't you know the rules?! No pets allowed!"

She cast a spell to entrap him and his frog, but Animo's mutant reacted at just the right time and jumped over the attack.

" **Another** hero?!"

"Hey! That's 'heroine' to _you_!"

"You must be this Lucky Girl I've heard so much about."

"And you're just the guy who's going straight to jail!"

Lucky Girl charged at Dr. Animo, hands shooting out a volley of magic bursts. Animo's frog managed to jump over the magic _and_ Lucky Girl.

" _Bah_! The only one going **anywhere** will be _you_ going in my pet's **stomach**!" He declared as his frog turned around and shot its tongue at her.

* * *

Ben 10 stopped at the nearest emergency exit and placed Dr. Kelly down.

"You'd better get out while you still can."

"Yes, thank you."

With that, Dr. Kelly ran out the door and Ben 10 took off toward the action. By the time he got there, he saw that Lucky Girl was already wrapped up in the frog's tongue, using her only free hand to keep herself from being eaten.

"Hey! Let her go, frog breath!" Ben 10 shouted before shooting green slime from his eyes at Animo.

Animo didn't even realized that Ben 10 had returned until it was too late. The slime hit him right in the face.

" _Ugh_! Why, you disgusting pest!" Exclaimed Dr. Animo as he cleaned the goop from his face.

Animo sought retribution by attempting to mutate Stinkfly with his Transmodulator, but Ben 10 was just able to avoid the blasts.

"You can't fly around forever!"

Lucky Girl needed to cast a spell, but that proved difficult since she only had one hand that was busy keeping her from being eat while the rest of her was tied up at the moment. The red part of her bracelet shined as the frog's grip on her loosened. With a little effort, she managed to wriggle her other hand free and shoot Dr. Animo's frog in one of its eyes. The frog flinched and not only released Lucky Girl, but also temporarily threw off Animo's balance as it moved its head. Ben 10 saw his opportunity and flew in to scoop up Lucky Girl. Animo regained his balance as his mutant started to recover and started shooting at them.

"Woah!" Said Ben 10 as he flew out of the way of the beams. "I can't get close and avoid **both** the mutating laser _and_ that frog's tongue."

"I was able to distract Animo by distracting his frog, but only for a bit." Said Lucky Girl. "Even _if_ we go at him from both sides, he can just mutate one of us and have his frog **eat** the other."

"What if I was Diamondhead? His laser would just **bounce** off me."

"But Diamondhead isn't fast enough to keep up with that frog. It managed to dodge all of my spells. So unless you have an alien that's both fast _and_ isn't organic—"

"Wait, I think I have an idea! I'm going to drop you, now. Get ready."

"What?!" Was all she could say before Ben 10 dropped her.

She caught herself on her magic and turned to him. She saw Ben 10 disappeared behind some curtains before she was once again wrapped up in the frog's tongue.

"Looks like your little friend has abandoned you!" Declared Animo as his frog reeled her in.

Lucky Girl used her magic to grasp something nearby so that she wouldn't be eaten. What none of them saw was Ben 10 twisting the watch face on his… well, face and slamming it down, erupting a bright green flash of light. His exoskeleton broke apart and the flesh beneath it was no longer flesh, but black liquid metal all the way through. His veins, bones, and even his eyes were now gone. His brain was transformed into a central processing unit and green circuit boards spread throughout his entire body. The circuits in his head came together and replaced the eyes he had lost with one big optical-sensor. The light faded and revealed Ben 10 as Upgrade. Ben reduced his body to a liquid state and slinked around the building, hiding behind curtains, walls and tables, out of Animo's sight. He was close enough to see his frog holding Lucky Girl up to eye level, so he made his move.

"I've never tested my Transmodulator's effects on a human before." He said with a sadistic chuckle. "But there's a first-time for everything!"

He started laughing just as Ben 10 jumped onto his back. Immediately, Ben's body spread out over the device, penetrating between its seams and tapping into its circuitry. Animo placed his hand onto the dial on his chest just as Ben finished covering it. The whole thing was black and green and Lucky Girl noticed this. Even the red tips of the strainer-helmet's horns were green. He tried to turn the dial, but noticed that he couldn't.

"What?!" He questioned as he strained his (very little) muscles to try and turn the dial. " _(straining)_ Why… won't… you…?!"

"Sorry, but I'm afraid that I'm gonna have to confiscate your toys, Animo." Said a computer-modulated voice that sounded like it belonged to a 10-year-old child.

"What?! But how…! And by who?!"

"Ben!" Presumed Lucky Girl.

"That's right, Animo! I'm back! Now, let's see what happens if I do **this**." Ben's tampering changed the shape and properties of Animo's Transmodulator.

"Wait! You can't! No!"

With its new shape, Ben could aim the beam at the frog and fire it himself. The green blast hit the frog and immediately, it started to change. Its horns receded, it lost its two extra eyes as if they were never there, and it shrunk back down to its original size.

"No! No! NO!" Exclaimed Animo as he looked down at the ordinary bullfrog. "What have you done to my glorious device?!"

"I just turned it into a cure for freakazoiditis. Too bad for you, I'm only using it on animals today."

Ben 10 then decided to erect his head out from Animo's device, shocking and scaring him into removing it, throwing it away and then **running** away. He didn't see that he had thrown it into a large display on wheels. In his haste, he forgot about his better judgement and ended up running right into Lucky Girl's magic. Before he knew it, he was trapped.

"NO!"

As Ben emerged from the device, he saw it fit to kick the device away; unfortunately, due to his size, he proved strong enough to actually push the wheeled table into a wall. With all of the mad doctor's shooting, as well as his frog's tongue hitting everything (actually, it was mostly the latter), parts of the roof above them had grown unstable. This was revealed when the table hit the wall. The vibrations from the impact ended up creating cracks that led up to the ceiling, making the unstable parts of the roof to rain down upon them.

"Uh-oh." Was all Ben could think to say as he saw this turn of events.

"What did you do?!" He heard a familiar voice cry out.

Ben 10 looked behind him and saw Kevin Levin standing there.

"It was an accident! I didn't mean…" He then froze in realization. "Wait, what are you **doing** in here?! It's dangerous!"

"Ben!" He heard Lucky Girl, call out.

He looked and saw her carrying Dr. Animo with her magic.

"Look out!" He heard Kevin shout from behind him.

Ben 10 looked up and saw a part of the roof break off. Acting fast, he lunged for Kevin and surrounded him, just as the roof hit.

"NO!" Lucky Girl exclaimed.

"I'm fine!" She heard his voice say from beneath the rubble.

"Ben?"

"And don't worry about Ke—er, the kid! I'm keeping him safe!"

Lucky Girl looked around as more parts of the roof started to fall.

"We have to get out of here! It's not safe!"

"Yeah, no kidding." He said sarcastically.

At this moment, more of the roof fell down onto the rubble he was currently underneath.

"Ben!"

"Don't worry about me! You need to get Dr. Wako to the police! I'll make sure the kid gets out safe."

"But—" At that moment, a piece of the roof fell near her.

"Go!" Said Ben 10.

"Listen to the boy!" Animo exclaimed. "Get me out of here!"

"Try to stay safe, **both** of you! Don't let anything happen to that kid! I'll be back for you!" With that, she took off on her magic to the nearest exit with Animo in tow.

"So what's your plan **now** , mechamorph?" Kevin asked Ben 10.

"I'll let you know when I think of one. Until then, I'll keep yo—… Wait, what did you just call…" Ben was stopped midsentence by the sound of beeping accompanied by the red flashing of the watch face on his chest.

Red light blinded Kevin only for a few seconds. When he recovered, what he saw shocked him.

"No, way! Tennyson?!"

Ben had transformed back into his human form. Before he could think of something to say, the boys' attention was caught by the sounds of rumbling coming from the rubble that covered them. The rubble around them was keeping the rubble above them from crushing them, but it wouldn't last long.

"Oh, man! I'm out of juice!" He said as he looked between the watch and the rubble.

Kevin looked at his watch and saw that it was red. Kevin _had_ seen Ben wear that very same watch around school. He never took it off, not even when he had to go to sleep. Kevin remembered the symbols on the all of the aliens he had seen since the previous week.

"No, way. Is **that** …?" More rumbling interrupted Kevin.

"We've gotta get outta here!"

"How?! We're trapped!"

Kevin looked at his own hands while Ben looked around their soon-to-be-tomb. There was a loud crash and some the rubble fell away to reveal an opening just big enough for them to escape through one at a time.

" **This** way!" Ben called.

He was going to be the first one out when, all of a sudden, more debris fell. As soon as he saw the opening start to close, Ben knew he had only a split second to react and wasted no time. He rushed over and held the debris up, thus keeping the opening open, but more debris kept falling onto the rock his flimsy, child hands were struggling to hold up. Like this, only **one** of them would make it out, and the odds of the other remaining **alive** didn't look good. He could just as easily escape, but that would result in Kevin getting trapped… and likely crushed. True, he didn't exactly **like** Kevin, but Ben Tennyson would never leave someone behind to get hurt, even if it caused _him_ pain, instead… or in _this_ case, something far worse.

"Kevin, **go**!"

"What?!"

"I can't keep this up for much longer! You have to go! Get out while you can!"

"… Why? Why are you helping me?"

"Because **that's** what heroes do."

"You're not a hero! You're just a kid! _We're_ just kids!"

"That doesn't matter! Listen, if I don't make it out after this is over, come back and find my watch."

"… Why?"

"… Someone has to keep up appearances as Ben 10."

Kevin was speechless. No one had ever shown him this kind of selflessness since… he was much younger. Again, he looked at his hands, then to Ben's watch (it was still red) and then to Ben, himself.

"Go! NOW!"

Kevin looked at his hands again and then looked at Ben with determination in his eyes.

"No." Was what he said when he grabbed Ben and pulled him back in.

The opening closed up.

"No! Why'd you do that, Kevin?!" Asked Ben, clutching his arm and trying to keep his weight off of one of his knees.

As the roof of their debris tomb started to crumble, Kevin knelt down and placed his hand onto the stone that served as the tomb floor.

"Don't get the wrong idea! This has nothing to do with that 'hero stuff' you were talking about." Suddenly, before Ben's very eyes, the stony texture of the debris started to climb up Kevin's arm, making every last part of him (even his clothes) stone-like. "I just don't like the thought of **owing** you one."

Kevin raised his hand and suddenly, it changed shape, exactly like how Diamondhead did it. His hand was now a solid stone spike.

"Plus, I don't want to get blamed for leaving you behind." He raised his other hand and it did the exact same thing. "Now cover your head!"

Using his sharp spike hands, Kevin managed to dig them out of their rubble tomb.

"No, way!" Said Ben as he witnessed this. " _You_ have superpowers, too?!"

"Tell anyone and I'll make you **wish** you were still buried." Kevin said, holding up a spike in front of Ben's face.

* * *

Outside, officers were loading a handcuffed Dr. Animo into the back of a police car. News reporters then ambushed Lucky Girl just as she was about to go back for Ben 10 and Kevin.

"Please, I need to go back and get—"

"Hey!"

Everyone turned to see the source of the call was an eleven-year-old boy helping a ten-year-old boy walk away from the ruined building.

"K— **You**!" Lucky Girl made her way to the boys. "How did you get out? Where's Ben 10?!"

"He saved us. We found my roommate hurt, so he helped by carrying us out and then left."

Ben kept his eyes off of Lucky Girl. He was embarrassed that she had to see his **true** face while he was in such a painful condition. The paramedics then showed up and lifted Ben onto a gurney so that they could get him away from the damaged building to treat his injuries. Kevin followed beside him.

Once again, the news reporters rushed Lucky Girl, but she told them that she had to do one more sweep of the building to make sure that there was no one left, when in reality, she had to leave so that she could transform back into Gwen and make it look like she was hiding on the school bus the whole time.

* * *

Ben's injuries weren't serious, but his teachers allowed him take the following day off to rest, relax and recuperate. Then next day, Ben wasn't doing anything fun, not that he could without feeling pain. He couldn't play videogames with a sore arm and he couldn't go outside with a sore kneecap. So, with very little to do, Ben simply lied down on his bed and talked to Kevin about… recent events. Kevin had the bedsheet curtain drawn back so that they could talk.

"So… you're an…"

"Osmosian… on my dad's side."

"You're an **alien**!"

"No… well, not really. Osmosian is just a name given to alien mutants. My dad was abducted when he was kid and they did these weird… experiments on him. They gave him the power to absorb matter and energy. He can even absorb DNA, but we're not allowed to do that. In fact, I'm wasn't supposed to use my powers in front anyone, at **all**."

There was silence between them, but then Ben broke it.

"I'm sorry."

"It's alright. You don't blab my secret, you keep breathing **and** I keep _your_ secret."

"Um… right."

"How **did** you find that watch, anyway?"

Ben raised up his left hand so that he could look at said watch.

"It just… fell out of the sky. When I saw what it could do, I thought I could finally be a hero and now I **am** one. I mean, it's not like I can take it off, it's stuck on my wrist."

"Huh… Guess we're in the same boat. We're both stuck with these powers with no way of getting rid of 'em."

"Well, yeah, sure. But… who would **want** to."

"… So you're seriously going to keep up this superhero thing?"

"Um, **duh**!"

"And what do _you_ get out of it?"

"You mean **besides** being famous?" Ben stared at his watch and smiled. "Whenever I tried to stand up for someone at my old school, I end up getting creamed. Now it's different."

"And I guess getting close to Lucky Girl must be pretty sweet, too."

Ben's cheeks flared red and it had nothing to do with his injuries. Kevin laughed at this.

"Shut up."

"Well, in any case, if you're gonna keep using that omnitrix to be a hero, just promise not to use your powers to do something you'll regret."

"Huh?! Omni-what?!"

Kevin laid back onto his bed and smiled.

"My dad used to tell me stories about when he went into space. He met a lot of aliens. That's how I knew what you were before. He told me about Galvanic-Mechamorphs in one of his stories, aliens that could take over machines and circuitry. That's also how I know what that watch is called and what it's supposed to do."

"That's **perfect**!"

Ben exclamation took Kevin by surprise.

" **What's** 'perfect'?!"

"You know my aliens! You can help me **train**!"

"Ha! Yeah, right, Tennyson! I've got better things to do than help _you_. Besides, I only know a **few** things from my dad's stories."

"Any little bit would be a **big** help. Please?"

"Not a chance." He said as he got up from his bed. "I'm gonna go get a snack. Have fun on your 'day-off'. Ha!"

With that, he walked out of the room and closed the door.

"Wait! At least get me a—WAH!" He tried to call after Kevin to make a snack request, but ended up falling out of bed. "AHH…! Oh, man! Um… Kevin?! Little help?! Hello?!"


End file.
